Once In A Blue Moon
by Killing Kathy
Summary: /I know... I changed the title and the summary./ Arcee and Starscream, both prisoners aboard the Nemesis, both trapped under the same, harsh rule of Megatron. There is only one way out, but are they both willing to take it? On the other hand, maybe things can turn out OK. Once in a blue moon that is.
1. Chapter 1

**A/N: RIGHT! So I added the paragraphs on this chapter now, so hopefully no one would be put off by the big 'wall of text'. XD Enjoy! **

* * *

**Prologue**

_The blade was pressed against his neck, cold, sharp, unforgiving. Just like Arcee's harsh gaze from her light blue optics, ringed with purple. Starscream glared, a growl rumbling through his throat. Scrap, things were going well until he had let his guard down. Still..._

_He stared up into Arcee's optics, and was surprised to see the tiniest hint of betrayal within them, hidden behind the hatred and anger. It was as if she was saddened, hurt, even, at the fact that he was the one who killed Cliffjumper. Maybe he still had a chance of getting out of this mess._

_"Go on," he urged, forcing his body to relax as though he had given up. "Megatron will only terminate me if I dare return to the Decepticons." His crimson optics searched her expression hopefully for the slightest chance of forgiveness. "You may as well be the one to put me out of my misery."_

_Her expression didn't soften. Starscream felt his spark pound faster as she raised a fist._

_"As if I needed convincing!"_

_"What?" Panic almost blinded him as his eyes drew irresistibly to her hand, poised and ready to extinguish his spark. "No!"_

_He was suddenly aware of the blade beginning to press down on him slowly, and he squeezed his eyes shut. He had had experience with Megatron before, and knew that it was best at moments like this not to watch the inevitable mess you will become._

_But after a long pause, nothing happened. Starscream opened his optics just a slit, bewildered and confused. Why...?_

_Arcee's sky blue optics met his. They were pained, sad, he could feel her trembling ever so slightly, as though she had just been drained by some kind of monster, and suddenly, she seemed lost, close to tears even, as if she wanted to do something she couldn't. Starscream simply stared, his own breathing was ragged as the pain from his wounds began to seep deep into his circuits, but he was too engrossed in his shock to care._

_Arcee gave him a final shove and staggered backwards, one hand clutching the piercing wound he had dealt her. Starscream did not hesitate to scramble to his feet, his head bowed as a fresh wave of pain washed over him, making his footsteps unsteady. His claws felt limply at his side and he didn't know where he got the strength to climb up the hill with. Behind him, he heard Arcee crash on to the ground with a groan, and Bumblebee skidding down the hill to check on his friend. Starscream took no notice of the yellow Autobot, and the young scout ignored Starscream's presence just the same. They passed, each pretending the other didn't exist._

_'You should have finished me when I was helpless,' his own words drifted back in his head. 'Just like how I finished Cliffjumper!'_

_He was confused. Through all his years of treachery, deceit, the constant struggle to survive under Megatron's harsh rule and to achieve his own goal for power, he had never come across something like this. His mind, of Decepticon origins after all, failed to comprehend why this had happened. It was illogical, impossible... He was a scientist before the war. He believed that the hatred between Decepticons and Autobots were complete. There was no space for anything else except anger, sadness, treachery. There was no room for mercy. But then, maybe things could change..._

_Once in a blue moon, that is._

* * *

_Arcee growled as Airachnid's long limbs reached down towards her as she hung there, upside down and helplessly wrapped like a cocoon. The eight-legged rogue smiled at her, her eyes light with triumph and glee as her hands clasped around Arcee's faceplate._

_"This may not be the day I extinguish Megatron's spark," she hissed, smirking. "But it is the day I remove yours!"_

_A missile streaked through the air, whistling as it flew, striking Airachnid with perfect aim and flinging her off her prisoner. The rogue yelped as an explosion of flames and smoke billowed out from the missile as it hit the ground. Arcee could feel the heat radiate through Airachnid's web as she swayed on the branch she was dangling on, wincing as she felt a light sting from where the rogue had attempted to grab on to her for grip._

_"How right you were, Airachnid," Starscream snarled, spitting the rogue's name out with venom. Skidding down the hill, his eyes narrowed as he lifted his other arm, his claws curled automatically as he positioned himself. "Payback is sweet!"_

_Arcee stared after the former Decepticon with bewilderment as the second missile exploded on the ground, just missing the furious eight-legger as she drilled her way through the earth. She didn't understand why he was helping her. She knew, just as much as he did, that she was the reason why the war was still going on instead of possibly drawing to a close. She knew that her actions had cost the Autobots the chance of success, and she also knew, on a more personal note, that Starscream did not forgive her, even though she had spared his life. He probably knew that she had only done that because it was the Autobots' way, that if she could do what she wanted, he would have been dead. On the spot._

_But then... Why was he here now?_

_Starscream paused besides her, his confidence overflowing in his low, dark snarl of one who knew he had the advantage. A stark contrast to his pleas and cries of mercy when he is the one under the gun. He paced around her, his optics gleaming as he spoke, confirming Arcee's suspicion of his still burning hatred at her, and her actions that had caused him to abandon them._

_"If there is one thing I despise nearly as much as eight-leggers," he purred, a smirk on his face as he drew to a stop directly in front of Arcee: "It's two-wheelers."_

_Arcee faced him bravely, not flinching away from the Seeker's cruel gaze. She was determined not to be like him, to beg and wail to his enemies for mercy, but to be like Cliffjumper would have wanted her to be, and Tailgate, dying underneath Airachnid's hands, to be brave. "Go on then," she replied evenly. "Get it over with."_

_But Starscream did not move immediately. His tone turned casual as his smirk changed, ever so slightly, into something which could almost be classed as a 'smile'. "As I recollect," he began, his claws clinking softly against each other as he held one hand up, "in a similar predicament, you, once allowed me to live."_

_He flexed his hand, his claws glinted menacingly as he held them just inches away from Arcee's face. She could feel a chill coming from them, and wondered briefly if that was the claw which had ended Cliffjumper's life. Now it was coming for her. She gritted her teeth. In a way, she really didn't want to die under his hand, a part of her would only want to seek Death once he and Airachnid had died, but then, she thought it was only fitting in a rather ironic way. Caught by Airachnid's trap, killed by Starscream._

_She squeezed her optics shut, her mind flashing back to all her friends and the life she had. Optimus, Ratchet, Bulkhead, Bumblebee, Raf, Miko, Jack, Tailgate, Cliffjumper... She thought she smiled. She would join her partners soon._

_Even though her optics were shut, she could still hear Starscream's claw tear through the air, striking towards her._

_There was a moment of silence, and then she felt pain wracking through the left side of her body as the she crashed to the ground from her upside down position, but the impact was nothing compared to the shock of what had just happened. She stared blankly after the silver Seeker, who had turned on his heels without another glance at her, striding away._

_He raised a claw. "Consider us even."_

_Before she could say anything to him, Optimus' voice sounded over the comlink. "Arcee, what is your status?"_

_She let out a deep breath, annoyed, almost, that she didn't have the chance to talk to the Seeker at all about what he had done. "In need of assist," she replied quickly, "but alive." She remembered with hatred the one who had tied her up in the first place, and added, with venom in her voice: "And so is Airachnid."_

_Mentioning the name 'Airachnid' made her instantly think about Starscream, but she suddenly felt as if she couldn't muster up enough hatred for him anymore. At least, not at that moment. Besides, she knew that Optimus and the others already suspected him of leading them into a trap. Her spark told her that she shouldn't betray him just after he saved her. But next time..._

_Just before Starscream disappeared from her view, she thought she heard him mutter: "It's a blue moon tonight..."_


	2. Chapter 2

**A/N: ... And this chapter's also been 'paragraphfied'. 'Paragraphfied'. Hmm... Er, anyway, I apologise for the fact that the Soundwave Vs Arcee part is still a big block... I couldn't make it any smaller. ): Hope you like this! :D**

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**Chapter 1**

"Ratchet! This is Arcee! Where are the others?"

Arcee panted as she struggled in vain against the swarm of Vehicons which surrounded her completely. She had lost sight of Optimus and Bumblebee, and worry was beginning to gnaw at her. The sight of her friends and comrades often fuelled her to fight on. The knowledge that they were besides her, helping her to fight, gave her courage. But now...

She aimed a high-kick towards a Vehicon, knocking him back and sending him crashing into the Vehicon behind him. Flipping over neatly, she flexed to dodge the Vehicon's lasers, her own servos transforming into blasters as she fired rapidly. Blue lasers flew through the air, but Arcee knew she was vastly outnumbered, and her spark sank even lower when she saw a fresh load of Vehicons rush into the Nemesis' cold corridors.

Desperate, she clicked her comlink once more.

"Ratchet! Are you there? Where's Optimus and the oth-"

Before she could even finish her sentence a tentacle wormed up to her and slammed into her faceplate, cutting her off. Arcee gasped, staggering backwards as her eyes narrowed. "Soundwave!" She growled.

The Decepticon warrior stood there silently. The Vehicons backed away immediately, their firing ceased, and they stared, simply watching. It was as if they were confident that Arcee would lose, that their role would simply be to clean up afterwards or something like that. Arcee glared at the warrior in front of him, and saw her own reflection glaring back. Besides that, nothing.

With a furious cry, Arcee charged forwards, her optics narrowed, but Soundwave simply stood, and watched.

At the last minute, Arcee swerved, giving Soundwave a high-kick which would have smacked into his chin and sent him flying, if he were any other Vehicon.

But he wasn't. He simply shifted backwards slightly, and Arcee growled in frustration as her attack missed. She slammed her pedes down onto the ground with a fierce clang, swinging round to strike a punch into Soundwave's visor. Instead, an arm rose up and Arcee felt a sharp flare of pain as her attack smashed into Soundwave's defence. He was good. Arcee was surprised that Dreadwing had been made Second-In-Command instead of this warrior before her.

Before she could react, something seemed to pierce her from behind, clasping firmly around her arm. She whipped round, and one of Soundwave's tentacles was digging its hooks into her circuits. She cried out in pain, and tried to rip the tentacle out, until she realised her other arm had been locked by the second tentacle. Desperately, she struggled against the two tentacles which had bound both her arms together, but with one casual fling the Decepticon had pinned her to the ground. And he still had two arms free. Arcee glowered, trying to kick the expressionless Decepticon, deal him _some_ damage at least, but she couldn't reach him. Then, before she knew it, one of Soundwave's pedes crushed down upon her chest plate. She gasped at the pressure the Decepticon forced upon her and for a moment her struggling ceased.

Still, Soundwave said nothing.

"Ratchet!" Arcee hissed desperately down the comlink. She had received no replies at all to her messages, and now she really was worried. "Ratchet! Are you there? Hello?"

She glared frustratedly up at Soundwave, and suddenly saw images flashing up upon the Decepticon's visor. Immediately, she realised what had happened. Soundwave must have disabled all reception to her comlink. Scrap, why didn't she think about that sooner?

At that moment, Knockout arrived, his crimson optics glowing as he pushed his way through the Vehicons, his hands clasping a pair of stasis cuffs. "Well, well, well!" He exclaimed, as though he was meeting an old friend. "If it isn't Arcee!"

Arcee opened her mouth to snap a biting reply, but Knockout continued talking, ignoring the Autobot's glare. "I'm sure Megatron would be pleased, Soundwave. She would be a good prize to hand in!"

Soundwave did nothing to indicate he was even aware that Knockout was talking to him. Instead, he pulled Arcee up from the ground, and before the two-wheeler could try and attack anybody, Knockout had swiftly clapped the stasis cuffs around her. Arcee couldn't help but sigh with relief as Soundwave's icy tentacles retracted back within him. A thin trickle of energon dribbled down her wrist.

"So... Do you think Lord Megatron would want to inspect her?" Knockout turned to Soundwave indecisively. "She would be a useful prisoner to us..."

Soundwave gave one shake of his head, and raising one arm, pointed further down the corridors.

Knockout looked indecisive. "Are you sure? I mean, surely Lord Megatron would want to talk to her himself fir-"

Soundwave simply pointed again, his actions defiant and certain.

"Do what you want!" Arcee growled. "I don't care! And I'm not scared either!"

"Ooh, she's a tough one." Knockout arched an optical ridge. "I'm sure our Master would enjoy talking to her immensely."

He lifted one hand, transforming it into some form of laser, and aimed it directly at Arcee's wide optics.

"Sweet dreams!" Knockout chuckled.

There was a bright flash, followed by what felt like two grenades exploding in Arcee's audio sensors, and then, darkness enveloped her and she slumped onto the ground.

* * *

"FINALLY!" Starscream exclaimed, relief pouring through him as his shoulders sagged. Leaning against a large boulder, he breathed in deeply, the pain from his own 'operation' still lingered, but he had managed to do it. At least, he was pretty sure he did. He wasn't sure if there was supposed to be so much energon on the floor though. Nevertheless, he felt as if he had, for the first time in his life, accomplished something great. "I doubt Knockout could have done a better job himself!"

Gingerly, he eased himself up and immediately a stabbing pain pierced through him from his side. Gasping, he collapsed onto the ground, his helm spinning as his optics unfocused for a split nano-klick. OK... Maybe things hadn't gone as well as he thought. Starscream groaned, pushing himself up as carefully as he could. The pain had died out a bit now. Maybe he shouldn't move so much as soon as he had just finished his 'surgery'.

No matter, he had restored his T-Cog.

He sat back, breathing heavily to calm himself down again, before cautiously flexing his wings to transform.

Nothing happened. His wings clicked emptily. Muttering 'scrap' under his breath, Starscream tried again. His wings flexed but did nothing. Disappointment beginning to overwhelm him, he attempted to transform one final time.

His transformation did not go as he remembered it used to be, sliding in smoothly from one mode to another. Instead, his movements felt jerky and he felt as if all his circuits inside had been pulled out of him and trodden on by a giant idiot like Bulkhead. Still, as he managed to breathe through the agony, he suddenly found himself back into his jet mode, his wings were sleek and at the ready. His engine hummed as he mused at the energon pooled on the floor.

"Looks like I'll need to restock." He murmured to himself.

His engine roared into life, and then, with one powerful surge, the jet soared through the air, his wings slicing through the wind as the former Decepticon laughed joyously.

"Yes! I am WHOLE once more!"

* * *

"Scrap, they've moved the storage to somewhere else!" Starscream cursed under his breath, his good mood thoroughly fouled after he had shot down five Vehicons and proceeded in getting lost on the ship. "Curse you Megatron! Or whoever moved the storage."

He desperately needed Energon to refresh himself. He was parched for working through half a solar-cycle, and his own loss of energon did not mean good news to him. He was especially dissatisfied at how slow he felt he moved. Still, even in this state, he still remained absolutely superior over many Decepticons. At least, that's what he thought.

He wandered down the corridors of the Nemesis, quietly trying to formulate a map of the ship as he tried to speculate where would be the next best place to store energon. With his head lowered, he didn't even realise where he had gone before he suddenly snapped back to reality.

Along the metal walls of the corridors, small compartments had been made, and within those dark cells were even darker shadows of bodies. Whether they were alive or dead Starscream could not be sure, but a thin forcefield, crackling with electricity, shielded the entrance of the cell. Starscream frowned. He had ended up within the Decepticon prison. He had never really bothered with visiting the miserable Cons or Autobots which have dominated the cells, unless he was really bored and lacking entertainment. Sighing and shaking his head, he turned to leave.

At that moment, a familiar figure caught his optics, and hesitatingly, Starscream turned towards the particular cell, peering through the forcefield in surprise.

"Arcee?" He stared, his optics wide with surprise.

Arcee groaned faintly. She was chained to the wall, her wrists were clasped tightly by stasis cuffs and her pedes were locked tightly together. Hearing her name, she lifted her helm, her optics glowing with hope until she realised who she was staring at.

"Starscream!" She hissed, glaring at the silver jet with all the hatred she could muster. "What are you doing here? You're not going to save me again are you?"

Starscream was surprised that the Autobot remembered this, and then a slow smirk spread across his face plates. Hmm... Maybe it's true what they say then, Autobots really do have more of a spark than Decepticons.

Arcee didn't wait for his reply. She glowered at him. "I thought not. Even I didn't expect you to be able to make the right choice twice."

"Oh, come now. That's a bit harsh, isn't it?" Starscream waved a servos casually. "Prime is right after all, isn't he? Every 'bot, 'Con or not, deserves the opportunity to change. As do I."

"Oh yes, I remember now." Arcee growled sarcastically. "The bot killer!"

"Well, since you put it like that..." Starscream feigned a hurt expression. "Rust in peace, Arcee."

He made to stride away, and then he hesitated, waiting for Arcee to call out after him.

The call never came.

Half annoyed, he turned round, his tone settling into a low growl. "On the other hand... If you would be willing to give me something in return, I will consider freeing you."

Arcee's optics were sharp and her voice was icy as she replied: "I never want to be saved by a murderer!" And then, in a lower tone, she added: "Especially one who's killed my partner!"

"Yet you seem to forget that I did save you once." Starscream reminded her. His optics glowed as he smiled darkly. "And you also, spared my life."

"Don't push your luck." Arcee muttered.

Starscream raised his claws indignantly. "Fine, if that's the way you want it. I sincerely apologise for attempting to be helpful!"

He turned round, and walked straight into a Vehicon's raised gun.

About five minutes later, Starscream was thrown into Arcee's celll, a pair of stasis cuffs clapped firmly around his wrists and his wings. He seemed speechless at the sudden change of positions. One minute, he was free, perfectly able to do what he wants, and the next, he was in the same, tiny compartment as the one he had been taunting mere seconds ago.

Arcee couldn't help but grin at the horrified rogue. "Not so cocky now, are you?"


	3. Chapter 3

**A/N: Thank you so much all of you for reviewing and reading! :D You made one girl VERY VERY happy! :D Anyway, I really hope you guys will enjoy this chapter, although it is a bit more chatty than anything else. More of a slight hint of relationship development than plot development. Uh... Anyway! Enjoy! :D**

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**Chapter 2  
**"DECEPTICONS! LISTEN! I AM YOUR SECOND-IN-COMMAND!"

Arcee, finally sick of listening to Starscream yelling the same thing repeatedly to the Vehicons guarding the cell, rounded upon the Seeker furiously. Her patience had reached its limit, and now, mixed with anger of her imprisonment and the frustration of her fellow prisoner did not make her feel any better, and she did not hesitate to unleash this unpleasant mixture upon Starscream.

"Have you lost your memory processor or something?" She snapped. "You need to stop living the past, you know that?"

"And you're one to talk." Starscream muttered sulkily under his breath.

To his dismay, not a single word had been missed by Arcee's sharp audio sensors.

"What did you say?" She growled, lashing out furiously with her pedes. Starscream winced, despite the fact that she couldn't possibly reach him, her optics burned with so much fury it almost hurt to look into them.

"Be quiet!" The Vehicon outside snapped. Raising his gun, he fired a laser towards Arcee.

Arcee gasped as she attempted to twist unsuccessfully out of the way. The shock and the pain of the strike made her body slump and she fell silent, her form dangling limply from the chains that pinned her to the wall.

Starscream winced, and pressed himself against the corner of the cell, his expression thoroughly miserable.

For a long time, silence reigned through the cell. Arcee preferred it that way. She had nothing to say to the former Decepticon, and she hoped that he too, wouldn't have anything to talk about either. Her processor worked furiously, trying to figure out a way to get out of this ship, which didn't involve the prisoner next to her.

But finally, and inevitably, Starscream, unable to remain quiet for so long, began, talking in an almost conversational tone: "Am I really that bad?"

Arcee gritted her teeth. 'Say nothing.' She thought to herself.

Starscream sighed when he failed to get a response. He seemed almost disappointed. "I can change, of course." He continued. "And I would have changed, if it wasn't for you, chasing me away."

Arcee glared, but managed to keep her mouth shut, using ever ounce of strength she still retained within her.

"Still, I suppose I forgive you," Starscream added, and Arcee bit her lip, this time to refrain herself from snorting with laughter. Who did he think he was? "And I suppose I..." He took in a deep cycle of air, "... may have been at fault as well..."

Arcee rolled her optics, but her thought took on a darker twist. 'Of course you're at fault,' she thought venomously. 'You killed my partner!' She knew she could stay silent no longer, and finally snapped bad-temperedly: "Get to the point, will you?"

"Fine." Starscream growled, his sincere facade slipped from his faceplates, yet his shoulders sagged with relief at finally getting something out of her. "As you can see, there is a force-field surrounding our whole cell. A forcefield which only a particularly strong source of energy or simple lasers can pass through. There is a keypad directly outside the cell which controls the whole field. If we destroy the keypad, we should be able to break through out cell. Unfortunately as you can see," he lifted up both servos. "I am currently locked with stasis cuffs and therefore can't activate my weapons. So I need your help."

Arcee lifted her helm, her optics glowed with defiance and scepticsm. "Yes, of course." She replied sarcastically. "Yell your plan out loud, why don't you?" Worriedly, she glanced at the Vehicons outside.

"Hmph, don't worry, they lack a processor." Starscream replied airily. "Look, that is besides the point. The point is, if I help you cut your chains off, you can activate your lasers and destroy the keypad. Also, you know how efficient Soundwave is, don't count on your Autobot friends to save you." The last few words were spat out with hatred and his optics narrowed briefly. "Then you can get the stasis cuffs off me. I can't transform otherwise and I'm your only way out of here."

"And you really believe I will help you?" Arcee laughed. "After what you did? After all the times you've proved that you're NOT trustworthy?" She paused. "Wait a minute, what do you mean 'only way out of here'? And how did you get on this ship in the first place?"

"By flying." He replied simply.

Arcee frowned. "Flying? Wha-? But... You 're grounded! How could you fly...?"

"Well I fixed it! What did you expect?" Starscream growled impatiently. "Honestly, I'm surprised the war hasn't been won yet if all the Autobots are as stupid as you!" Closing his optics, he muttered quietly under his breath: "If it wasn't for the fact that the Decepticons are equally stupid."

Arcee shook her helm, deciding to ignore Starscream's last two comments, which she involuntarily overheard. "You got a spare T-Cog then?" She asked.

Starscream nodded curtly. "Of course."

Arcee fought to hide her puzzled expression. "So if you could fly, why didn't you escape from the Vehicons instead of just letting them catch you?"

Starscream shot her an acrid glare. "After what seemed like six whole orbital cycles surviving without my wings, you actually expect me to remember that I could fly again?"

This time, Arcee couldn't hide her astonishment within her widened optics. Transforming was second nature to her. She couldn't imagine ever 'forgetting' to transform in a dangerous situation, even if she did lose her T-Cog for six orbital cycles. "So you just forgot?" She repeated incredulously,

Starscream shivered slightly and one claw reached down to clutch his side. "And it hurts as if I have Scraplets inside me when I transform." He muttered miserably, letting off a short sigh."Experiencing it once would be... enough."

Arcee could feel her optics softening for the Seeker before she shook her helm determinedly once more. For all she knew, this was just the Decepticon's way of tricking her, to earn her trust and her sympathy before he suddenly turns back on her. The scars from his long scratch remained on her frame. She managed to gather some anger before Starscream abruptly straightened, and his tone took on a more serious, business-like manner. "Anyway..." He held out his cuffs hopefully towards the Autobot.

Arcee scoffed and turned her helm firmly away. "Keep dreaming Starscream. I'm not that desperate yet."

"Fine!" Starscream snapped. He tried to fold his arms, but the cuffs restricted his movements, so instead, he leaned against the cell wall, glaring angrily at the floor.

Arcee couldn't help but gaze at him in amusement. She had nothing to fear, after all, they were equals now. Both trapped, both prisoners. As she stared at him, a question she had been meaning to ask for a long time finalyl burst out of her:

"Why did you save me?"

Starscream looked up in surprise, his expression confused and cautious, as if saving her was a crime. "Er..."

"Why did you save me? From Airachnid I mean." She kept her gaze fixed firmly on the ground. "I'm an Autobot. You're a..." Liar, traitor, murderer, loner. "Decepticon."

"_Was,_ a Decepticon." Starscream corrected automatically before he blinked slowly, letting the rest of the sentences sink in before shaking his head bitterly, his voice was exasperated. "And why, is it _so_ wrong for me to do something _right_ for once?"

Arcee frowned, her suspicions aroused despite Starscream's frustrated words. "Sorry, still finding it hard to trust you Starscream. Tell me, what did you want to accomplish from saving me? Getting on the good side of the Autobots?"

Before Starscream could even reply, realisation suddenly jolted through her and accusation clouded her optics. "That's what you wanted, isn't it?" She growled. "You want to have something to fall back on if you can't get back on to Megatron's good side!"

"Megatron, really?" Starscream hissed, and Arcee was shocked to see genuine anger flash upon his face plates. At least, she was pretty sure it was genuine; she knew she had fallen for his 'genuine' fear act as well. "After what he has done to me? _Megatron_ is completely insane! Imagine trusting that wretch _Airachnid_! And his hopeless followers... Useless and cowardly, the very _reasons_ for all of our failures. But no, who do they blame? _Me_! It's just complete madness! And you expect me to get on his 'good side'?"

Arcee opened her mouth to object, but her processor came up with nothing to say. Starscream had told her and the other Autobots a similar story when they held him captive. Perhaps he was telling the truth; after all, she couldn't deny what she saw in the empty mine either. But still, she kept her guard raised as she changed the topic quickly. "Look, are you expecting me to be sorry?" She growled, her tone making it clear of her suspicions. "Because that is not going to work. You lie, you beg, you have no honour... Believe me, I'm not going to trust you AGAIN."

"Old habits are," Starscream hesitated. "Hard to change." He glared at Arcee almost accusingly. "You're an Autobot, you wouldn't know anything about trying to survive with rulers like Megatron."

Arcee rolled her optics carelessly. She was determined not to believe whatever the former Decepticon claimed, but his words contained an unintentional inkling of truth. 'If he considers lying, begging, cheating and betraying as habits...' she thought to herself, 'then he must have a twisted life trying to live and compete with the other 'Cons.'

At that moment, Starscream cringed as someone disabled the forcefield around the cell, his optics widened in fear and he pressed himself desperately against the wall, as if he hoped he could melt into it and disappear completely. Arcee frowned, curiously lifting her helm to see what had terrified the Seeker so much.

What greeted her sight made her own energon freeze.

"Ah... Starscream, my_ loyal_ Second-In-Command," Megatron hissed, his crimson optics were harsh and rimmed with white, his voice low as his jagged teeth bared at the Seeker. "Welcome back..."

* * *

**A/N: This was a bit of a difficult chapter to handle their personalities with... Especially Starscream. One minute he's the: "I am Lord Starscream! The Leader of the Decepticions, the Emperor of DESTRUCTION!" and the next minute he goes: "Aww..." (Like episode 19 and 20? THAT WAS ADORABLE!) His personality just contrasts so much... Yikes, if he's OOC in the slightest, you MUST tell me! Arcee was a little easier to handle. To me anyway.**

**Anyway, just replying to a few anonymouses! XD**

**deezaster82****: **Thanks for taking the time to review! Like I said before when he appears in long scenes like this chapter I find it a little difficult to handle his personality, but imagining his voice and making it speak the lines helps a lot. At least for me anyway, and it works with any character from any anime or cartoon if you wanna keep them in character! At least it SEEMS to be working! :) Thanks again!

**tunnlerat****: **Whoa! Calm down! Primus... XD Don't worry, I will write as hard as I can. The holidays are ending and I have a music exam coming up... D: So I'm trying to squeeze as much time as I could into writing as much chapters as I can... Yikes! Um... Let's see now... How long can this chapter keep you happy for? *nervous chuckle* (Knockout: *wink* Don't worry, I go through stuff like that every day! Me: Hey, any tips? Knockout: Keep up some small talk. Distract them. And then, when they least expect it, suddenly disap

**Mr. Mxyzptlk****: **First of all... Wow your name is a handful to write! XD Second of all, I know exactly what you mean, right? Starscream and Arcee have a complicated relationship and Arcee is constantly flitting between wanting to trust Starscream and hating him, which makes it very interesting to write. Also glad to see another Starscream fan! Whoopee! *high five* And thank you very much for thereview! :D

**Thanks for all your reviews guys! Much appreciated! Although school's starting soon so not sure if I can reply to them all. (Bravely assuming I AM gonna get reviews that is...) See ya round! :D **

**Warning: Chapter 3 contains some violence. Mostly from Megatron. Shouldn't be too bad though as I'm not exactly an expert at describing crushing agony. XD**


	4. Chapter 4

**A/N: Thank you all for your reviews! :D Again, very encouraging, and thanks to y'all! XD **

**By the way, the 'a Seeker's wings are their only pride and joy' part, I'll say I took from Shades of Grey, by On Dark Wings. ;) It kinda stuck to me... And so I became extremely cruel. Yeah... Also, guys, when you're free, check out Shades of Grey if you haven't already. It's just so EPIC! :D**

**And I made the part up about a Seeker's wings built for flight and stuff. I'm not... actually sure what a Seeker is. XD As for the words... Well, let's just say Megatron has particularly sharp claws. It's like... seared in.**

**Anyway, thank you all so much for your lovely reviews! :D Now I'll quit my yammering and you can all read the chapter! :)**

* * *

**Chapter 3  
**"Megatron!" Arcee scowled, her defiance was evident, and yet at the same time her internal circuits felt as if they had been jumbled up and were now cramped together in all the wrong places. The Decepticon Warlord would show no mercy, she knew that for sure. Gritting her teeth, her optics still glowing, she braced herself for what Megatron might have in store for her.

But Megatron seemed to show her no interest, even though he straightened up to smirk at the Autobot, Arcee could tell his main priority was still Starscream. Still, he was obviously in no hurry to interrogate the Seeker just yet, and Arcee could tell with a shudder how he was enjoying the tension crushing down upon the shivering jet.

"Ah... You must be the human boy, Jack's guardian, I believe." He noted, taking one step forward. Arcee felt the walls of the cell shudder and her chains clinked softly. "Am I correct?"

Before she could even reply, Megatron continued speaking, smiling a smile a chameleon probably wears just before its tongue flickers out and catches its unsuspecting prey. "Prisoner aboard a Decepticon spaceship... Weak, vulnerable, powerless... Tell me, Arcee, are you... afraid?"

"Never." Arcee replied evenly, glaring back into the Warlord's optics. Her thudding spark, however, said otherwise, and to her great discomfort, she got the distinct impression that Megatron was just as aware of that fact as she was. A triumphant smile spread on his face plate, like he had already won a battle.

"Well, maybe you would like to reconsider..." He jerked his helm back sharply in Starscream's direction, and the Seeker yelped; his servos flailed up in front of his face plate with such sharpness Megatron might as well have just shot him. The Decepticon Leader chuckled darkly, his optics glowing with cruel enjoyment. "... After I'm through with him..."

"No... Please, Master! No..." Starscream whimpered, his voice was hoarse, and Arcee seemed to see that helpless Con before her all over again, pleading, begging, promising... She felt disgusted, but at the same time, she honestly didn't know if she could blame him. Anyone, faced with an almost certain death sentence, would have the urge to wail for mercy, only some resisted the temptation better than others. Starscream was... Well...

"Don't worry so much, Starscream," Megatron hissed, and his sharp fingers glinted with a light colder than his spark. "Knockout will see to you later."

He lifted his claw, but to Starscream's surprise, smashed through both of his strangling stasis cuffs rather than striking a deadly blow. As the Seeker staggered backwards in shock, the Warlord sneered: "Show me Starscream, the power you claim to possess, the skills you have, all the tales you weave around you... Demonstrate it to me now... Go on..."

Even though she knew that she was safe for now, Arcee felt the icy words seep deep into her circuits in a type of threat more terrifying than that she had ever known. The whole ship seemed to be silent, watching, expectantly waiting for the next scene to unfold. Despite herself, Arcee shivered.

And she was the audience. So imagine what the poor victim was feeling.

Starscream whole frame quaked uncontrollably, as he had been since Megatron had broke through his cuffs, his optics were wide and frozen in fear as he felt his whole life flash before them, stolen by some unseen thief. "Master..." he tried to speak, but something had robbed him of his voice too. "Please..."

And then Megatron plunged one menacing claw into his slim frame. Coldness seemed to gush into his body just as his energon pooled out of him. Starscream himself stared blankly at his gaping wound, as if unable to comprehend what was going on. Already he could feel darkness clouding his optics. Scrap, he was low on energon already. In this state...

One of his servos reached up towards his own chest plate as he heaved with the effort of trying to cycle air. Megatron's strike had been aimed dangerously and deliberately close to his spark chamber; and worst of all he could feel the wounds from his rather third-rate surgery on himself slowly tearing open, sending waves of agony washing through him. A low moan escaped his lips and hung in the air like a ghost.

A fist slammed into his chest plate and pain screamed through his whole frame as he thudded into the wall behind him, upright on his pedes for just a moment. Then slowly his knees buckled and he crashed to the floor, hardly aware of his barely conscious body slamming on to the ground. He felt as if he was slowly being torn open, every circuit ripped and shredded...

A ped smashed down upon his servo, a searing agony shooting through his sensors as he felt his claw give a feeble click before it was crushed under Megatron's looming shadow. Mercilessly, the Warlord pressed his ped down even harder. Starscream could feel his own optics dimming as he lay, basked in the soft glow of his own energon. He knew the torture was far from over, yet at the same time, he felt fear. Fear - even colder than the chill that seeped into his wounds - drifted upon him like the scent of Death. Or maybe it _was_ the scent of Death. Would Megatron really send him to join the Allspark now? After all these stellar cycles of threats, narrow escapes, false promises, lies, the harsh punishment and the agony... He was still online, miraculous. But now... Surely... Surely Megatron wouldn't extinguish his spark?

Meanwhile, Arcee watched, horrified and aghast at what was unfolding before her very optics. She felt that, even though she shouldn't exactly be jumping for joy, neither should she pity Starscream, or even care. But she knew, deep down in her spark of sparks, that this wasn't right. No matter how traitorous Starscream was, even he didn't deserve this.

"... Comfortable, Starscream?" Megatron hissed, his voice was soft yet filled with cruel joy. Starscream was right, Arcee acknowledged grudgingly. He IS mad.

"Enjoying what I have in store for you?" Megatron continued, even though he knew as well as anybody that Starscream did not even have the strength to reply. "Good, because I would not like to disappoint..."

He flexed his claws, metal clinking softly together as he moved. "Tell me one thing Starscream," he whispered, "what do you think you have done to earn all this... Punishment?"

Starscream's mouth moved feebly, but no sound came out. Arcee stared at his broken frame. His left servo was crushed, almost into powder, even Ratchet would have difficulty repairing that. There were five, gaping wounds around his chest plate and his spark chamber, and his optics were closed, every cycle of air he vented seemed to be filled with a groan of pain. She winced at the sight, yet her optics were filled with a type of horrified fascination. What was going to happen to him now?

Her eyes drew to the Seeker's currently unscathed wings, tinged only with the light blue of energon.

"I hear a Seeker's wings are their only pride and joy." Megatron whispered, seeming to follow Arcee's train of thoughts. His optics gleamed in such a way that Arcee almost felt glad that Starscream had his own optics closed.

"Hmm... If that is indeed the case, then..." He leered, his expression reflected faintly on the Seeker's expertly kept wings. "I think there would be no... Harm in simply transcribing your little... History upon your 'pride and joy' now, is there?"

Arcee stared at the tyrant in utter horror, which was mirrored in Starscream's own expression as his optics flickered open. No one, no _Seeker_ especially, deserved such a humiliation. She felt her energon boil at Megatron's harsh punishment, but at the same time... She glanced at Starscream, feeling grey uncertainty beginning to cloud her indignation and anger. What if the exact same thing had happened when Cliffjumper died? After all, one of his horns had been broken off... Arcee's gaze hardened. Hmph, pathetic wretch. He didn't deserve her sympathy. At the same time, she felt almost... Guilty.

Megatron paused to enjoy Starscream's look of terror. "Now, let's see... Starscream... And what appears to the processor first? Hmm... Let's see... How about... TRAITOR?"

Starscream whimpered, his right claw scrabbling across the smooth, metal floor of the cell as he tried to move away from the tyrant. His left claw lay limp and useless and his wings were shivering. Megatron smirked, and then, with his claws curved and sharp, he reached out to scratch down the word: Traitor.

The most horrific screeching sound filled the cell, and Arcee cringed, turning her helm away quickly, her audio sensors felt as if they had just exploded at the noise. Starscream shrieked in pain; and Arcee knew why. A Seeker's wings were delicate and sensitive. They were built to be streamlined, thin, for speed and maneuverability, they were created for flight, not for battle, therefore they had no defense mechanism, or even a tough surface to shield them except for flying purposes.

Starscream shrieked again.

There, carved into his wing so that there was no way to destroy them except to remove the entire wing, was a single word, jagged and piercingly obvious, every letter seared with hatred. Traitor.

"And what other qualities do you posses?" Megatron questioned as he tapped his chin thoughtfully. "Hmm... Let's think now... Lying, perhaps?"

An even louder screech emitted from Megatron's fierce claws as they scratched against Starscream's right wing. The word 'liar' had joined 'traitor'.

Starscream lay weakly on the ground. His optics were flickering. Arcee wondered if he was even conscious by now.

And then, Megatron paced slowly to Starscream's left side, a smirk seeming to be permanently etched on his face plate as he bent down ever so slowly to scratch on another word. He seemed to realize that Starscream was no longer alert.

Arcee watched him silently, and caught the word 'fool'.

"One last one, I think." Megatron murmured, and Arcee saw his optics lift up to face hers with a leer. "Do you agree with... 'murderer'?"

Arcee felt as if her spark had just been torn to shreds as Cliffjumper's familiar face seemed to appear before her. She stared at Starscream's broken frame, and then remembered the only possession she had managed to obtain from her former partner. Had Cliffjumper endured the same torture Starscream was suffering right now?

She was torn between sympathy and the burning emotion of revenge. If it were Optimus, he would forgive Starscream, surely, or at least temporarily. She didn't know if she could. Doubt and anger kept flickering back into her processor.

She didn't answer.

Megatron chuckled. It was a sound that made her feel sick as he turned away from her, oblivious of her opinion, not that it mattered to him, and scratched on the final word.

The squeal of metal which emitted this time seemed to be the most piercing.

Megatron turned towards Arcee, his optics gleamed hungrily, and for a split nano-klick Arcee was afraid that she, too, would end up like Starscream. Bracing herself, she turned her helm away, squeezing her optics shut.

But Megatron simply smirked at her, as if assuring himself that she was still there and still terrified, before turning his back on her, his claw reaching up to his helm as he tapped on his com link. As he spoke, he kept his voice quiet and low, yet Arcee sensed the deadly authority, the icy calm, and the insane ambition. She shivered; what was he going to do?

Yet it was something surprisingly simple.

"Knockout," Megatron nodded, "You are just the Con I need..."

Arcee frowned, turning to stare at Megatron curiously as Knockout's voice buzzed faintly over the com link.

"Ah, I have another patient for you... And I'm afraid you'll have to come and visit the prison cells... Hmm, yes. I think you do know him." Then, abruptly, he raised his voice into a snarl: "And I do not appreciate your humor! Get down here now or perhaps BREAKDOWN would have to fix you up too!" And then, he added with a hiss like a snake's: "... If only he were alive."

There was silence at the other end of the com link, before Arcee caught a short buzz of a reply, something along the lines of: "I'll be there in a few klicks Lord Megatron." Then the connection cut off.

Arcee winced when Megatron turned towards her. She couldn't help it. Struggling to keep on a brave face, she tried to ease herself by breaking the silence: "What are you going to do to me?"

Megatron strode forwards, his jagged teeth bared, yet his tone was almost casual. "Nothing will happen to you... Autobot." His voice was deadly despite his words. "Nothing at all..."

Arcee was not assured. She watched the Warlord turn around and make his way out of the cell, his footsteps were slow and deliberate, as if he knew the effect of his very presence on the Autobot, and he wanted to linger as long as he could.

With a soft sizzle, the forcefield activated once more as Megatron stepped out of the cell. Arcee felt her shoulders sag with relief, but fear still clutched at her spark, because she had heard Megatron's soft whisper, mere nano-klicks before he left.

"... Yet."

* * *

**A/N: O_O I can't believe I was so... CRUEL to Starscream! TT_TT I feel so horrible... I don't know if I'm hinting Knockout x Breakdown, but seriously, I think Knockout SHOULD feel the tiniest bit sad for Breakdown, although he seemed pretty casual when he mentioned Breakdown to Megatron. D: **

**Also, Cliffjumper's horn. Hmm... Sounds a little weird... I haven't actually seen what happens to Cliffjumper yet. I mean, I KNOW what happened, but I haven't seen it yet. **

***cough* SO! Replies! ;)**

**Starscream fan****:** Thank you for your review! I'm glad you like it! Hey hey, I think I've found my best friend! Starscream RULES! XD

**Awesomeeeeee:** Yikes... Why do you want to see Starscream abused? D: Well, I hope you liked this, although personally I found it a little bit painful to write with, being horrible to Starscream like that... TT_TT But I'm glad you like this Starscream. :) His personality is rather complex and he is pretty unpredictable, so... Hee hee, I try my best. Thank you very much for your review! :D


	5. Chapter 5

**A/N: Sorry guys, for the late update. This chapter was incredibly hard for me to write, but on the bright side, you get a long chapter, huh? XD I rewrote this quite a couple of times, and lots of thanks to On Dark Wings, who really helped me with this story! And also, thank you all for aaaaalll of your wonderful reviews! :D :D :D Really made my day! XD**

**As for Knockout, I apologise if he seems OOC, but in my defence most of the OOCness is probably his thoughts and stuff, but when he talks, hopefully it's not TOO OOC. Personally, I believe that KO is a smart guy who keeps his head down etc. etc. Reason why he never really gets into trouble, therefore he must be pretty aware of the situation upon the Nemesis, and wary as well... So yeah... My pitiful explanation, I hope it's OK for you guys...**

**On with the story! :D I hope it doesn't disappoint, and if you any of you have any criticism, feel free to tell me and I'll rewrite this chapter if I have to.**

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**Chapter 4**

The Vehicons could tell Knockout was in a bad mood by the fact that his humming, usually what alerted them to his presence, had ceased. The Decepticon medic cut his way through them with his face-plate emotionless, his optics drawn to the floor in thought. Without a word, the other soldiers shuffled out of his way; if Knockout was angered whilst he was being serious, they knew they would suffer a fate worse than the consequence of even touching his paint job, if that was possible.

And Knockout _was_ being serious. For once. He was terrified of what was going to happen to him. Megatron had sent him to the prison cells, and Knockout knew that Megatron was not usually one to bother with the fate of prisoners. He wondered if Megatron was hinting something to him; maybe he knew about the medic's own ambition in becoming Second In Command, maybe he knew about how he had shamelessly sided along with Starscream during the time that Megatron himself had been unconscious. Knockout gritted his teeth, his servo unconsciously clenching into a fist. That blasted Soundwave.

He approached the cells with a sinking feeling, half expecting Megatron himself to be standing there, or even a cage to suddenly slam down on top of him or something. Glancing around tensely, he waited.

Nothing happened. Knockout felt his hopes lifting; perhaps he was just being paranoid. Besides him, there was no other medic aboard the Nemesis. He was _needed_.

His processor flickered to his offline assistant, Breakdown. Megatron had mentioned him... Knockout felt himself panicking again. Breakdown... What did that mean? Was Megatron going to offline him too? What had he done? He suddenly felt the urge to curse Starscream as well.

"Cell 3...0...7..." He murmured to himself. Swiftly dialing in the code on the keypad, he deactivated the force-field.

His spark sank as he immediately spotted his broken patient on the ground. Curiously, his optics glanced up at Arcee, her wrists and legs chained upon the wall. She looked about as happy as he did.

"Enjoying yourself?" He couldn't help asking sarcastically.

Arcee's sky blue optics glanced up briefly to glare at him, before she let them turn to Starscream's frame, her expression was a mix of sympathy and disgust. "Just get him fixed up and leave." She muttered.

Knockout arched an optical ridge with a decided: "Hmm..." before he headed over towards Starscream. Even without a closer look, he could tell the damage was bad, but upon inspection, he couldn't help but wince at the Seeker's injuries. If it wasn't for the ragged rising of Starscream's chest plate, Knockout knew that, even with his medical expertise, he would have dismissed the former Decepticon as an offline frame already.

And then something else caught his optics. Frowning, he bent down lower to inspect the Seeker's wings.

"Trai...tor..." He murmured. As soon as the meaning of the word sank into his processor, fear jolted through him, almost causing him to collapse backwards. That couldn't be about to him, could it? It must have meant Starscream... Unless Megatron wanted him to see this too? Was it a warning, that the Warlord know about his every move? Knockout knew just as well as anyone that Megatron was not pleased about how he had lost a relic against the Autobots. Was Megatron thinking of... disposing him?

"Megatron did that." Arcee's flat voice cut through his thoughts.

He started, whipping around faster than necessary, panicking at the very mention of 'Megatron'. Coughing quickly to disguise his discomfort at the Autobot's unintentional choice of words, not that there was any other way of saying it, he tried to smile it off casually. "Er... Of course. He must be in a bad mood..."

"Hmph." Arcee rolled her optics. Her voice seemed oddly blank, as if she was wrapped up in her own thoughts and barely concentrating on what was going on around her. "What gave that away?"

Knockout glared at her, before turning back to Starscream, deciding to ignore the Autobot's snide remark, however distracted she seemed. Forcing his processor to focus on the task at hand, he pushed all the nagging doubts away and kept his optics determinedly away from the Seeker's wings. Picking up a sponge, he mopped up the spilt energon splattered around Starscream's spark chamber as he inspected it carefully. A few wires crackled within the Seeker's frame, and Knockout frowned. It would be best to start here, repairing the most fatal damage before moving on to his servo. As for his wings…

Knockout shook his helm quickly. "I'm glad he's unconscious," he commented, breaking the silence and attempting to distract himself. "I don't have my anaesthetic with me, and usually when he comes crawling to me like this, well…" He paused. "Let's just say it takes a lot to shut him up."

"You mean this isn't the first time?" Arcee stared, her optics as wide as her open mouth, her attention finally drawn towards the Decepticon medic. Knockout wondered briefly if she had been thinking about Starscream for all that time before he focused on her words, struggling to hold back a smile. Naïve Autobot, what did she expect?

"Not the thirtieth either." He replied vaguely, before he set to work on Starscream's spark chamber, working expertly as he repaired the heavy damage, reconnecting the wires, replacing the Seeker's armour…

He kept his thoughts at bay. Get this over and done with, and hopefully he would be able to get down to Earth and do a bit of racing to clear his processor later on.

And then he came across something which made him smile in amusement.

"He's replaced his T-Cog." He noted, surprised yet fighting the urge to laugh. "Last I heard, that human organization… M.E.C.H., had taken it." He frowned, inspecting the small, golden component. "Not a bad job either, for someone like him." He smirked. "If only he didn't stick it into his energon lines, I think that would have made him a whole lot happier."

"Don't ask me where he got that from." Arcee shrugged, turning her helm away from him and Starscream. Knockout wondered briefly if she was squeamish or something. "But he did say it hurt like Scraplets in him." She added dryly, her optics still gazing away to the wall opposite.

"Hmm… Not surprised." Knockout murmured distractedly as a sudden idea occurred to his processor like a light bulb would appear over a human's head, even though Knockout had never actually seen that happen before. If Megatron was having thoughts about disposing him, maybe… He stared at his former Commanding Officer. Although Starscream was not exactly the ideal option, he didn't exactly have another choice he wanted to take anyway. Besides, it would be good to have something to fall back on…

Hesitantly picking up his tools, he set to work with Starscream's T-Cog, hoping that, first of all, Soundwave would not be suspicious of this act, and secondly, Starscream had better remember that it was _he_, Knockout, who had helped him.

He prayed that the Allspark was with him.

* * *

"Finished."

Knockout sighed and stretched his aching servos, his optics spun with visions of wires and energon and rather tattered T-Cogs, but at long last, he had repaired Starscream successfully. Again. To be honest, he was rather pleased with himself. Someone who could repair a heavily damaged Seeker repeatedly must have _some_ sort of skill. Pity no one valued his expertise much. The only mech who even had the slightest chance of understanding his medical speeches was Breakdown, and he was...

"Finally." Arcee grumbled wearily from her position on the wall. She had remained silent throughout the whole ordeal, a welcoming change to Starscream's usual complaints which she enjoyed. Gladly.

"Tired of my company?" He replied, keeping his irritation smoothly out of his voice. "Don't worry, you'll see a lot more of me later on."

He wasn't going to lie, he was pleased at the effect the last sentence had upon the Autobot.

"But… don't get too stressed," he couldn't resist adding, sarcasm dripping from his words. "I mean, it might not be _you_ I'm seeing."

"So… Megatron called you to repair Starscream, so he could torture him… again?" Arcee blinked, Knockout could tell that she was deliberately avoiding the point that he was making. Or maybe she wasn't. Was she genuinely concerned? He frowned at the Autobot.

"I'd guess so. It's… not uncommon." He replied, keeping his voice at a lazy drawl as his processor immediately leapt to full alert. "Anyway…"

Reaching down into his kit, he pulled out two sets of stasis cuffs Megatron had ordered him to bring when he had called him the second time. The original pair of cuffs were lying shattered at the side. Knockout dreaded to think what had happened to them.

Sighing inwardly, he reached out for the new stasis cuffs, and clapped them around Starscream's wrist. The cuffs gave a crackle as they set to work, their lights glowed in a sign to show that they were still fully functional. Right, at least he was almost done. All he had to cuff together now were the Seeker's wings…

Hesitantly, Knockout hoisted Starscream up into a sitting position, forcing the wings together as he struggled to get the bound them together. In an almost taunting manner, they remained in a solid position which proved almost impossible to cuff. _They're as obnoxious as their owner!_ He grumbled to himself, growling in frustration as the cuffs slipped from his grasp; normally he would get Breakdown to do jobs like this, but he'd never realised how difficult it was.

At the same time, despite himself, he let his optics run through the words etched upon Starscream's wings

Traitor. Liar. Fool. Murderer.

Knockout frowned; he was almost certain that Megatron wanted him to see this. Warning him that he did not want another Starscream aboard the ship. For a split nano-klick, Knockout felt infuriated. He had done everything to serve his Lord, he may have failed a couple of times, but he tried, and he was loyal…

Knockout hesitated. Megatron wouldn't care how hard you tried. It was the result that mattered to him. Not the process. Besides… The conversation he had with Starscream still resounded within his helm:

_"… The Decepticons deserve a strong, alert leader…"_

_"One who would require a_ loyal _Second in Command."_

Scrap, he was stupid to think that Soundwave couldn't possibly overhear them. Orbital cycles later, the consequences were catching up on him, just because he had let slip that single sentence. On the other hand, with Decepticon Officers running so low, it was highly illogical for Megatron to displace one now, although Knockout knew that, when it came to the Decepticon Warlord, it would be wise not to place bets.

The stasis cuff clicked in place, and Knockout released it with a sigh, relieved that it remained firmly around the Seeker's wings. That would have to do for now, at least, it wasn't coming off any time soon.

"You're not an expert, are you?" Arcee commented dryly.

"Practice makes perfect." Knockout retorted, picking up his tools and packing them back into his kit. "Right, that's me done! I think I'm going out to enjoy myself a little now." Standing up briskly, he winked at the Autobot before stepping outside of the cell, re-activating the force field. "Oh, a little advice, you should enjoy yourself while you can too, before I have to pay you another visit."

Arcee glared back at him defiantly, but said nothing.

Whistling, Knockout turned away. He suddenly felt a lot more relaxed than he had felt when he had first entered the cells. Hmm... He always thought it was right for him to join the Decepticons, talking, no taunting Arcee, had certainly made his stellar cycle a whole lot better.

The more cautious part of him warned him again about Megatron, about the words scratched upon Starscream's wings, about Breakdown, about the risk of getting fired, killed even! Every part of his senses told him that he should learn to be cautious from now on.

However, Knockout was almost back to his normal self.

Megatron could go to the Pits for all he cared! He was going racing.

* * *

Arcee took Knockout's advice and tried to enjoy what she could almost call peace and normality, taking the chance to consider Starscream's plan of escape and wondering if she SHOULD just go along with it. He did have a point though; he was her only way out, unfortunately. Unless she tried to ground bridge her way out, but trying to reach the Nemesis control centre would be far too risky and far too dangerous. Starscream remained her only option.

At that moment the said Seeker stirred, groaning in pain. Slowly, he opened his optics just a tiny slit, and red light filled the cell.

"Rise and shine." Arcee greeted the Seeker dryly.

Starscream pushed himself up groggily, wincing delicately as he moved. "Megatron!" He snarled as his pain-filled optics scanning over his wings before he directed his glare towards Arcee, black hatred burning in his fierce expression, as if it were all the Autobot's fault. "When I get my hands on him, he's going to regret the day he had ever been protoformed!" His voice was wrought with despair as he whispered, almost to himself: "My wings..."

Arcee stared at his wings. For a moment, she felt sorry for him, as Knockout's words drifted back to her: "... _u__sually when he comes crawling to me like this, well... Let's just say it takes a lot to shut him up._" She felt as if she had to say something. She wasn't sparkless, unlike him, and she was determined to show it.

"Well… Maybe you were right." She finally managed to mumble, albeit with reluctance. "About Megatron, I mean."

Starscream blinked slowly, before excitement completely over-took his anger in an instant. "Ah, I knew that you would eventually understand me. However long it takes." He replied smoothly, his optics glowing as he lifted his cuffed servos. "Now maybe if you could just..."

"Don't push it."

He scowled darkly at her, his mood changing from one to the other faster than Miko could flip a textbook when she was 'studying'. "Surely that suggestion can't be as bad as Megatron when he returns!" He hissed coldly, raising his arms as if to fold them before he seemed to remember they were still bound together.

"Gee, you or Megatron? That's a toughie." Arcee rolled her optics carelessly, even though she knew instantly who she would pick, no matter how unwillingly. Determined however, to remain completely neutral towards the Seeker. At the very least.

Starscream shot her a pleading look out of his wide optics, and for a split nano-klick, Arcee almost wavered. "Let's be sensible now," he said in a warm, reasonable tone, "I can't be that bad, can I? Look at what I've done for the Autobots! I even saved your life from that treacherous Airachnid…"

"I know you saved my life," Arcee replied, her voice was low. "I won't forget it…"

Starscream looked slightly taken aback at such a response, but he made no objection, his lips lifting into a smirk which swiftly dropped into a scowl as Arcee continued:

"... But don't think you can make me forget Cliffjumper! And don't think that you will ever get me to forgive you! No matter what you do!"

Starscream's helm turned ever so slightly towards his wings before he managed to return his attention back to Arcee, sighing frustratedly as he did so. "Never understood why Autobots prefer to stay in the _past_!" He shook his helm exasperatedly, as if it was all perfectly straight-forward. "This is a _war_. Did you expect me to just release such a valuable prisoner? My status would be…"

"Is that _all_ you care about?" Arcee snapped, anger clouding her optics. "Status this, status that… Do you have anything else besides that which _matters_ to you?"

Starscream looked momentarily stunned. "Er… I…"

"You know, this is the difference between 'Bots and 'Cons!" Arcee continued regardless, her optics were burning with anger and hatred. "_We_ care about things other than ourselves. That's why you will _never_ become one of us."

Starscream opened his mouth blankly, but no sound came out.

"Your wings don't lie. You're _all_ of those things! You're a _murderer_!"

Starscream spluttered, and Arcee realised with a sinking spark that she had hit a nerve. "Are you siding with Megatron?" He growled, struggling to his pedes and glaring at her with his fiery crimson optics wide with fury. Arcee noticed uncomfortably how much taller he was than her, and it didn't make it any better that he had more manoeuvrability than she did at this current state. "Megatron is no better than me! _Megatron_ is the reason we are on this planet! He is the cause to Cybertron's destruction, the cause of the Autobots and the Decepticons. If Megatron did not exist, if the Decepticons did not exist, would I have any _need_ to kill Cliffjumper?"

Arcee turned her face plate firmly away from Starscream, biting her lip. _He's just diverting the blame_. She thought to herself, but she couldn't focus. She knew he was right, and his words just made her spark feel as if it had been doused in sour energon as she remembered Cliffjumper's casual personality. He had been honourable, courageous, and now this traitorous liar, his _murderer_, is standing in front of her, telling her he had no _choice_?

"Leave me alone!" She growled threateningly. "I'm not buying your excuses _Starscream_. You can go and rust!"

He stared at her for a moment, his expression unreadable, before a low growl escaped from his throat. His claws clenching tightly into a fist, and he turned, storming towards the corner of the cell before he sank to the floor, leaning against the wall with a frustrated sigh.

She tried to glare at him. Tried to focus on the words on his wings. Tried to think of the murderer that she hated so much.

And yet… She couldn't doubt the torture she had witnessed herself, the humiliation and the pain etched upon Starscream's expression. The disgust in his optics every time she so much as mentioned Megatron… It was just like her own hatred to him. She couldn't help but smile a little at the irony. Maybe that Starscream actually had a spark.

At that moment, it was as if Optimus' words were ringing in her audio sensors: "Every mech possesses the potential for change… Without that hope, we may never win this war."

Was he right? Arcee knew that at the time she had doubted it, and to be honest, it wasn't exactly well-received amongst the Autobots either. But how could she expect someone like Starscream to change? More than that, how could she even start to _think_ about sympathising this… pile of bolts?

She closed her optics to shut out her own confusion, venting cycles of air deeply. _Primus_… What would Optimus do if he were here? What would he advise her? Her processor came up with nothing but frustration, and she forced herself to vent another cycle of air, trying to soothe her thoughts from rolling into turmoil.

From the other side of the cell, red light filled the cell as two optics slowly opened to gaze at her silently.

Arcee shook her helm again, and thought desperately of her friends and her partners.

_Cliff, what should I do?_

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**Buckbukbuc: I love your name! XD And I'm really glad you like this story! XD I hope you like this chapter as much as you liked the story! :)**

**Huntress Kyburi: Sorry, I should have replied via. PM. BTW if you're confused as to why you got two PMs from me, well, that was the actual K.K, I'm just a borrower of the account. XD I hope this is good... Although for this chapter, I would really need some of your criticisms, huh? (Did I even spell that right? XD) So... Any opinions would be welcome! :)**

**Starscream fan: Aw, you like dear KO too huh? I hope I'm not hinting TONNES of KO x BD... All I really wanted was for Knockout to feel a bit more for Breakdown... Because he just seemed too cool and professional about it when he mentioned it... Thank you for your review! And tell me how I did with KO, please! **

**Awesomeeeeee: I know what you mean, right? XD When I first saw Shadowzone and Starscream lying injured at med bay my heart just churned with sympathy when he moaned... (Ugh that sounds wrong. I DIDN'T MEAN IT LIKE THAT!) I hope this chapter is also worthy of been described by your name! XD**


	6. Chapter 6

**A/N: Anyone else getting the feeling that this Fanfic is getting SOOO romance-y? *shiver* Not really my thing if I'm honest. Am I rushing it too much?**

**Hope this is OK, but really guys, any critcism would be helpful. I'm not feeling too sure at the moment. And once again, thanks for the reviews and keep them rolling! I usually have a heart attack if I wake up the next morning and my reviews have only increased by like, one. **

** I've got a feeling Starscream and Arcee are both turning OOC. Sorry...**

**And did I use the work 'deck' right? I mean, I couldn't excatly find the meaning of it for a flying ship. -_-**

**This chapter is dedicated to my hamster who died on Friday. D: You'll be missed. R.I.P.**

* * *

**Chapter 4**

Blurred images flashed in front of Arcee's optics as she stirred, catching a brief flash of silver and red just as it moved swiftly out of her vision. She groaned; her servos ached from the strain of holding her frame upon the wall, her processor was still hazy from recharge, and she much preferred it to stay that way. Reality was a dark cell aboard the Nemesis, reality was a dark twisted war she had no choice but to fight in, reality was Starscream... By the Allspark...

Her servos shook as her chains clinked. Blinking tiredly, she opened her optics just a small slit, reluctant to part with her recharge. The only good thing she could conclude out of been trapped in the Decepticon prison was the unlimited recharge time. Plus there was no Ratchet booming over the loud-speakers with a 'good morning' growled through gritted teeth, voicing everyone's true thoughts about mornings.

Her chains clinked again, breaking through her trance-like state. Annoyed, she flexed her servos and tried to growl something angrily before closing her optics once again. Please... She just wanted some peace.

A chill seemed to settle around her shoulders. The chill of death. Arcee gasped in surprise, her optics flew open and she desperately tried to twist round to catch sight of what was going on.

She saw the glint of sharp claws. Heard the sound of hissing air torn open by the speed of the strike. Cringed as she waited for the pain to settle.

There was a minute of silence. Arcee felt as though she was suspended in mid-air for a split nano-klick as the chains around her disconnected from the wall. And her frame completely failed to defy gravity. Her audio sensors exploded with the sound of crashing metal and pain wracked through her as she hit the floor flat on her face-plate. Darkness spun around her optics and a low moan escaped her lips.

"You're welcome." Starscream's voice sounded smoothly and sarcastically from behind her.

Frustrated, she tried to turn round, but her pedes were still bound tightly upon the wall, limiting her movement so she was left on an awkward, exposed position with her face-plate down on the floor. "What are you doing?" She demanded, all her warrior instincts screaming at her that having her back to Starscream could be the worst mistake she could ever make.

"Freeing you, you ungrateful Autobot!" He hissed, his claws slashing downwards again. Arcee heard her chains fall with a rattle upon the floor. Blinking, she pushed herelf unsteadily to her pedes. Her arms felt weak and trembling after all the time they had spent, trapped, in one painful position. She grumbled something silently under her breath; she hated to appear weak in front of Starscream.

"Your thanks are very much appreciated." He growled. Reluctantly, Arcee turned to face him, and the taller Seeker glared at her, his optics glowing icily. Arcee bit her lip. She didn't know what to do. For one thing she was not going to thank him, but at the same time, not saying anything would be a little... rude.

She settled with a nod,

Starscream scowled with displeasure, and then, evidently realizing that that was all he was going to get, gave an exasperated sigh. "Well?"

Arcee frowned. "Well what?"

He looked astonished. "What about me? I just freed you from your chains!"

Arcee looked away. "How do I know you're not going to fly away at the first chance and abandon me?" She argued, keeping her optics staring at the wall behind her. "I wouldn't expect anything less from you." She added with as much venom as she could muster.

Starscream scowled again. "I see..." He said, his optics were narrowed as he slipped in front of her, his face-plates uncomfortably close to her's. "THIS is how you repay me? I have freed you, AUTOBOT, and now..." He lifted both stasis cuffed servos, one claw jabbed sharply forwards at Arcee's insignia. Instinctively her servos twitched, but his claw merely brushed againt her's with a soft screech of metal as he hissed the final words. "You... Owe me."

Gritting her teeth, Arcee flexed her servos, her blades sliding out in one swift movement. Despite Starscream's intense glare inches from her face-plates, she couldn't help but sigh with relief at the welcome transformation, and then, in one sharp, downward slice shattered his cuffs. They fell with a loud 'clang', wires crackling and fizzing weakly before the lights faded out of them completely.

"Not anymore." She replied shortly. Her servos contracted and she activated her blasters, her optics searching the cell walls. "Now, where did you say to shoot...?"

"What?" Starscream exclaimed, his optics widening. "That's IT? But you haven't freed my wings!" His claws clenched and in a low tone he snarled, not without sarcasm: "Has it ever occurred to your pathetic, organic-riddled processor that I might need them to fly?"

"Yes, it has occurred to my 'pathetic, organic-riddled processor' that you would need them to fly." Arcee answered, whipping round to shoot him a sharp glare which immediately stifled his angry retort. "But you can only fly when we're ready."

He drew back his lips into a snarl, opened his mouth as if to retort before it obviously occurred to him that he was not going to win this argument. Muttering 'control freak' under his breath he folded his servos defiantly and turned his back on her.

Arcee chose to ignore him. Concentrating on breaking out of the cell she gave several testing shots, searching for the weakness on the field and attempting to break through to hit the keypad. "You know," she began, scowling, "a little help would be very much appreciated."

Starscream glared at her. "Freeing my wings would be equally appreciated." He snapped sourly, glowering.

"You don't need your wings to fire." Arcee pointed out exasperatedly. Realizing that the Seeker was not in a mood to be helpful she activated her blasters again, her optics narrowed as she fired repeatedly at the force field, her patience was beginning to run thin with each unsuccessful shot. Up to the point that she wanted to just smash Starscream's face-plates directly into them.

"Do you even have the slightest notion of what you're doing?" Starscream scoffed, his expression half amused at Arcee's efforts.

This did not help to improve Arcee's already foul temper towards the Seeker, but with remarkable self control she managed to stifle her anger and let him continue. No matter how annoyed she was, she knew perfectly well that arguing would get them nowhere.

Starscream strode towards the narrow wall erected in front of them, with the force field shimmering around it like pale glass, peering out into the black corridor beyond. Experimentally, he tapped it with one long, slender claw. "The keypad to the force field is on the other side of the wall. If we destroy that keypad, we should be able to deactivate the force field."

"Sorry, 'should'?" Arcee demanded sharply.

Starscream hesitated. "We might be trapped with the field around us forever.' He explained, but before Arcee could react he swiftly jabbed at the wall again, distracting her with a nervous cough. "Anyway, aim here..., and let's see if it works..."

Arcee considered pointing out to him that he was in a better position to shoot than she was, but decided against it. Holding her blasters and aiming with narrowed optics, she wondered briefly if she should just shoot him while she still had the chance...

Her laser fired. The blue beam shot through the cell, whistling past Starscream's shoulder and rippling though the forcefield, hitting the wall with a soft crackle. Sparks exploded from the impact. Warily, Starscream jerked his claw away and took a few cautious steps back, his optics completely focused upon the damage the laser had caused.

Arcee fired a few more shots towards the keypad. The electricity was now crackling at an even more alarming rate than before, sizzling like the sound of Ratchet's experiment gone wrong. But to her relief, the forcefield was growing visibly weaker with each whir of circuits within in the wall, flickering and dimming as if it was going to disappear at any klick.

"Be quick!" Starscream snarled, gazing distractedly down the corridor. "I can hear the Vehicons coming!"

Quickly, Arcee fired several more blasts towards the keypad.

And then the wall simply exploded. A shower of heated fragments whistled past Arcee's shoulder and she could feel the heat of burning wires and crackling remnants of electricity radiating from the shattered remains. The forcefield gave a weak fizz, then blinked out of existence completely. Cool air rushed into the cell and Arcee cycled them in gladly. She hadn't even realised how stuffy the cell was.

Just down the corridor, a group of Vehicons drew to a stop, pointing their sleek, silver blasters towards her and Starscream, the gun points glowing ever brighter as they prepared to fire. Even from such a distance away, she could hear them whirring into action. Gingerly she stepped out of the cell, backing away slowly until she knew she had to...

"RUN!" She screamed, although inside she wondered why she even bothered to tell the biggest coward she had ever met to do he was probably already doing.

Crimson lasers skimmed past her and struck the floor, causing sparks to explode around her pedes. Snarling, she whipped round, pausing to fire rapidly over her shoulder. A few Vehicons fell, but more followed, their visors empty of emotion. She cursed inwardly; she was vastly outnumbered, and a whole orbital cycle of been chained to a wall did not help improve her reflexes. The lasers were already reaching for their target, and it was with increasing difficulty that she managed to shift out of their way. Many times using pure luck rather than skill to avoid them.

At that moment, a missile streaked through the air and a wave of heats rushed into Arcee's face plates as bits of Vehicons flew past her in a shower of flames. She whipped around to stare at Starscream, unable to disguise the shock in her expression. Even though she knew that, in order to escape, they had to work together, whether they liked it or not, but she still felt as if she was in a crazy, lopsided dream and she rather hoped she could hear Ratchet's venomous 'good mornings' through the speakers sometime soon.

"Please don't get used to it," Starscream snarled darkly. "I was aiming at you."

She just nodded briefly and tore on, blasting her way through another throng of Vehicons that had gathered, her spark felt bitter at the irony of the situation. Growling, she focused her confusion and awkwardness into slamming her fists into the Vehicon's visors. Spinning round, she kicked her ped up, knocking the Con backwards before, with one sharp slash, sent the Vehicon's helm flying backwards. The metal clang of it's landing seemed to echo eerily.

"Where's the deck?" She yelled desperately, her lasers piercing through three more Vehicons. "There's more coming!"

Turning round, she realized grimly how Starscream was in no way suited to this form of close combat. He looked at great discomfort, his movements, although nimble, felt awkward and Arcee saw that he seemed determined not to use his blasters, instead relying on his claws and saving up the single missile he had yet to deploy. Her expression turned into a dark scowl of scorn which she quickly smoothed out when Starscream turned round, disentangling himself from a Vehicon's arm, his claws were dripping with energon. Arcee couldn't but flinch at the sight as he sidled up to her, his optics flickering warily as the Vehicons closed in.

"Strictly speaking," he said, talking so swiftly that Arcee could barely catch what he was saying. "Strictly speaking, we do not NEED the deck as such."

Arcee fired up her blaster as the Vehicons closed in. "Get to the point!" She snarled.

Starscream looked as if he was about to argue, but a quick glance at the angry red lasers surrounding him seemed to restrain his remark. Lifting his arm, he aimed it towards the wall of the corridor. He pulled his fingers back.

The missile whistled, striking the wall with a loud explosion which echoed around Arcee's ears. A powerful force erupted from the flames, knocking both her and Starscream backwards, and sending the rest of the Vehicons sprawling flat on their backs. Staggering to her pedes, she gazed out, her optics wide, at the sky which seemed to be spiraling away from her from the hole on the ship. A wave of dizziness suddenly overtook her and, gasping, she leaned against the opposite wall for support.

"Don't tell me you're scared of heights," Starscream mocked, his optics glittering with amusement as he nudged a fallen Vehicon testily with one ped.

"You wish!" Arcee muttered, gritting her teeth as she straightened up, suppressing a groan. "Now..."

Starscream cleared his throat purposefully. Annoyed, Arcee transformed her servos into blades, and, rather reluctantly, sawed her way through his stasis cuffs, torn between working as slowly as she could and getting out of the Nemesis at the first chance possible.

With a clang, the cuffs fell on ti the ground, and Starscream sighed with relief. Slowly, he fanned his wings outwards, his circuits crackling as he excercised them for the first time in a long while. To him, it felt good. To a Seeker, knowing he could fly was just as joyous as flying itself.

Sadly however, his joy was short lived when he found a blaster rammed directly into his face plates.

"Now..." He began, in the most soothing tone he could manage.

Arcee brandished her blaster, silencing him immediately. "Shut up, and just transform!"

He grimaced, shrinking back at her demand. "But it..."

"What didn't you understand about 'shut up'?"

Starscream scowled. "No need to be impolite!" He hissed, before taking an instinctive step back as the blaster whined in his face-plate. Reluctantly, he flexed his wings, squeezing his optics shut to brace himself for the pain to come.

To his surprise, no such agony came. In one swift movement he had slipped into his vehicle mode, just like he could before. Inwardly, he cursed Megatron for scratching the words on his wings directly on the side that was turned upwards when he flew. Despite everything, he felt as if a part of him had shattered.

"That… proceeded a lot smoother than I thought it would." He remarked, distracting himself from his brief moment of loss. His tone was lighter than he felt.

Arcee arched an optical ridge at the Seeker's undisguised pleasure and surprise. "Well, Knockout did mention something about your T-Cog." She answered, before tensing to listen for the sound of footsteps. Cautiously, she took a grip on Starscream's wings as she leaned down upon him, ignoring the jet's ever so slight shudder at the contact. "Maybe he fixed it for you."

Starscream growled, just as his engine roared loudly to life. "Hmph. He wants something from me." His voice turned dark. "That inconsiderate fool can't even look after his own sorry aft."

"You're one to talk." Arcee muttered under her breath, a small smile creeping up her face plates. Louder, she suggested, as casually as she could: "Well, perhaps he just did it because… You two were friends?"

Starscream scoffed, his voice rising in contempt as his engine rumbled ever louder. "Friends?" He sneered. "There is no such thing as 'friendship' to the Decepticons."

The vague shadow of a Vehicon fell across the floor.

Then, without warning, Starscream shot forwards, almost throwing Arcee off with his sudden lurch of speed. The dark corridors whipped past. There was a brilliant white flash, and then, the wind whistled around them, the clouds swirled in abstract patterns, the sky stretched out to embrace them… And they were free.

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**A/N: Hmm... Just realised, problem with my summary. I COULD just end it here, can't I? Because strictly speaking that's all that my summary banged on about. I'm terrible at summaries. Limited amount of words I can use doesn't make it any better. But my original plot DOES stretch on, and I do wanna continue it. So! Only solution left: CHANGE THE SUMMARY! O_O**

**Um... I wonder... Can anyone... help? *puppy eyes* I'm just... So... helpless... *Skywarp expression***

**I'm SORRY I'M SORRY! This chapter was just... SO OOC! TT_TT The ending sounds like something from some kinda old fashioned film! Ugh, it's disgusting isn't it? TT_TT I'm just... SO SORRY people! D:**


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